Norton Rose Fulbright advises Volution on proposed acquisition of Fantech Australasia

Global law firm Norton Rose Fulbright is advising its FTSE 250-listed client, Volution Group plc (Volution), on its proposed acquisition of the Fantech Group in Australasia from the owners of the UK-based Elta Group Ltd for an initial consideration of AUD220 million on a debt/cash free basis, with further non-contingent consideration of AUD60 million payable twelve months after the completion date.

Volution Group plc is a leading international designer and manufacturer of energy efficient indoor air quality solutions, with brands across the UK, Continental Europe and Australasia.

Fantech Group, which includes the Fantech, Ideal Air, NCS Acoustics, Air Design, Major Air, Systemaire and Burra Steel brands, is a leading provider of both commercial and residential ventilation in Australia and commercial ventilation solutions in New Zealand. Originally formed in 1973 as the Air & Noise Equipment Group and transitioning to the Fantech brand in 1982, Fantech Group has been one of the leading providers of ventilation equipment in the region for over 50 years. The company has 13 manufacturing, warehouse and sales locations across Australia and New Zealand, and over 350 employees.

The acquisition will enhance Volution’s market position in the Australasian region through Fantech’s highly recognised and market-leading brands extending the Group’s reach into new end-market applications with a particular emphasis on the commercial sector.

London-based corporate, M&A and securities partner Fiona Millington led the Norton Rose Fulbright team advising Volution, assisted by counsels Mark Maurice and Matt O’Shea, and associates Charlie Warren and Ellen Pen. Partners Dominic Stuttaford, Mike Knapper and Matt Foster advised on tax, IP/IT and W&I aspects of the deal respectively.

Partner Marshall Bromwich let the Australian due diligence team, assisted by senior associate Laura Martin and associate Terry Stavrianos, with specialist support provided by partner Georgina Hey and Ka-Chi Cheung. Antitrust advice was co-ordinated by partner Ian Giles in London and Sydney-based partner Claire Forster, assisted by special counsel Zoe Lonard and associate Maxine Richard.

Fiona Millington commented: “We are delighted to advise our longstanding client, Volution, on its largest acquisition to date and support its further expansion into one of its key markets.”

The acquisition will be financed in part using Volution’s £230,000,000 multi-currency sustainability-linked revolving credit facilities (with an uncommitted £70 million accordion facility) which have been concurrently been refinanced on a certain funds basis. The refinancing - led by partner Neha Khosla in London, assisted primarily by associate Shivani Patel and Ian Lam as well as other lawyers from across the firm’s London, Sydney, Frankfurt, Amsterdam and Milan offices - was provided by a syndicate of international banks.